Purchaser Parent Shares definition

Purchaser Parent Shares. Section 2.02 “Purchaser Parent” Preamble “Purchaser’s Guaranteed Obligations” Section 6.14(a) “Purchaser” Section 2.01(b) “Related Party Transactions” Section 3.23(a) “Relevant Personnel” Section 5.03(e) “Seller Indemnified Amount” Section 9.03 “Seller Indemnified Party” Section 9.03
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Purchaser Parent Shares means common shares in the capital of the Purchaser Parent;
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Purchaser Parent Shares has the meaning set forth in clause 3.1.2.
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Examples of Purchaser Parent Shares in a sentence

  • Xxxxxx Title: President and Chief Executive Officer Solely with respect to its obligations related to the Purchaser Parent Shares.

  • Seller is acquiring the Purchaser Parent Shares for its own account and not with a view toward or for offer or sale in connection with any distribution thereof in violation of federal or state securities Laws, or with any present intention of distributing or selling the Purchaser Parent Shares in violation of federal or state securities Laws.

  • Prior to the Closing, Purchaser Parent shall use its reasonable best efforts to cause the Purchaser Parent Shares to be approved for listing, subject to notice of issuance, on the New York Stock Exchange.

  • Purchaser Parent has, and at Closing will have, sufficient duly authorized shares of its common stock to enable it to issue the Purchaser Parent Shares to Seller.

  • As promptly as reasonably practicable after the Execution Date, Purchaser Parent will prepare and file with the Securities and Exchange Commission a written information statement of the type contemplated by Rule 14c-2 of the Exchange Act containing the information specified in Schedule 14C of the Exchange Act with respect to the issuance of the Purchaser Parent Shares and the other transactions contemplated hereby (the “Information Statement”) in preliminary form.

  • For purposes of clause (a)(i) above only, the Cash Purchase Price shall be adjusted as provided in Section 2.3 (as so adjusted plus the value of the Purchaser Parent Shares in clause (a)(ii) above, the “Purchase Price”).

  • Seller is familiar with investments of the nature of the Purchaser Parent Shares, understands that this investment involves substantial risks, has adequately investigated Purchaser Parent and the Purchaser Parent Shares, and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the Purchaser Parent Shares, and is able to bear the economic risks of such investment.

  • Subject to the receipt of the New York Stock Exchange listing approval with respect to the Purchaser Parent Shares, the issuance and sale of the Purchaser Parent Shares does not contravene New York Stock Exchange rules and regulations.

  • Other than restrictions on transfer due to the fact that the Purchaser Parent Shares are expected to be “restricted” securities under federal and state securities Laws by virtue of being issued in a transaction exempt from SEC registration, the Purchaser Parent Shares will not be subject to more onerous restrictions on tradability or transfer than the common shares of Purchaser Parent already held by Seller and its Affiliates as of the Execution Date.

  • Holders of a majority of the outstanding shares of common stock of Purchaser Parent as of the Execution Date, in such percentage as is required under the Organizational Documents of Purchaser Parent to effect the issuance of the Purchaser Parent Shares, have executed and delivered, prior to the execution of this Agreement, an irrevocable written consent to the transactions contemplated hereby, including the issuance of the Purchaser Parent Shares.


More Definitions of Purchaser Parent Shares

Purchaser Parent Shares has the meaning ascribed thereto in Section 2.5.
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Purchaser Parent Shares has the meaning specified in the Recitals. “Purchaser Parties” and a “Purchaser Party” have the meaning specified in the Preamble.
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Related to Purchaser Parent Shares

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Company Shareholder means any holder of any Company Shares.

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

  • Company Shares has the meaning set forth in the Recitals.

  • Acquired Shares has the meaning set forth in the Recitals.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Parent Shareholder Approval means the approval of the Parent Share Issuance by the affirmative vote of a majority of the Parent Common Shares entitled to vote thereon and present in person or represented by proxy at the Parent Shareholder Meeting in accordance with applicable securities Laws, the rules and regulations of the NYSE and the TSX, as applicable, the ABCA and the Organizational Documents of Parent.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Independent Shareholders means holders of Voting Shares, other than:

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Sold Shares shall have the meaning specified in Section 6.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Buyer has the meaning set forth in the preamble.

  • Subco Shares means the common shares in the capital of Subco;

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).